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Our expertises
corporate law | Mergers & Acquisitions
MERGERS – ACQUISITIONS
Since its creation in 2002, UGGC Africa has been one of the leading law firms in Africa for
Mergers & Acquisitions transactions, in the context of acquisition processes (in a selling or acquiring position) or group restructurings (mergers, demergers, carve-outs, etc.), as well as for
private equity transactions.
A merger is the combination of two companies to form a single entity. It can be achieved either by merger-absorption, where one company absorbs the other, or by merger-combination, where two companies combine to create a new one.
Acquisitions occur when one company buys another. The acquiring company may choose to integrate the acquired company into its existing structure, or leave it to operate as a separate entity.
To support these transactions, which are our core business, the firm has a multidisciplinary team of specialists in each area of law (corporate, tax, public law, employment, competition, intellectual property, public law, etc.) to provide our clients with comprehensive 360° support for their transactions.
Our main areas of expertise include:
- The legal structuring of the project, including the analysis of any constraints (regulatory, tax, foreign investment control, exchange control, merger control, etc.) and the drafting of appropriate advice,
- Setting up and managing the legal due diligence process (setting up and monitoring data rooms, managing the Q&A process, organising regular progress reviews with clients, drafting audit reports and recommendations tailored to the project); and
- Drafting and negotiating all legal documentation relating to the project, both upstream (in particular confidentiality agreements, letters of interest, offers, term sheets) and downstream (in particular sale or investment agreements, asset and liability guarantee agreements, shareholders’ agreements).
JOINT VENTURES
UGGC Africa has extensive experience in industrial joint ventures, both contractual and corporate, and assists numerous clients in the negotiation and monitoring of joint ventures in Africa.
A joint venture is a business arrangement between two or more parties who join forces to carry out a specific project. Each party contributes resources to the joint venture, such as capital, skills, assets or technical knowledge. Joint ventures are commonly used to enter new markets, develop products or share risks.
The firm is involved in all stages of the merger process, from its structuring (nature and purpose of the joint venture, organisation of the arrangements for its implementation (creation of a structure, acquisition of a shareholding, contribution, sale, etc.)) to the drafting and negotiation of the related legal documentation, in particular the shareholders’ agreement, until the actual completion of the project.
The firm also assists clients in the management and monitoring of their interests in the governing bodies of these joint ventures. We also assist our clients in the management and monitoring of their interests in the governing bodies of these joint ventures and advise them on the exit or winding up of these structures.
CORPORATE LAW – GOVERNANCE
For over twenty years, UGGC Africa has been advising all types of commercial companies (from very small businesses to international groups) on all their corporate law issues.
This expertise includes all types of equity transactions (capital increases/reductions, contributions, issuance of composite securities, etc.) as well as assistance with corporate governance issues.
Corporate law is a vast field that regulates the formation, management and dissolution of companies. Corporate governance, on the other hand, refers to the way in which a company is managed and controlled. It mainly concerns the distribution of rights and responsibilities between a company’s various stakeholders, notably shareholders, directors and management. Governance aims to ensure the transparency, integrity and accountability of companies in their operations and interactions with stakeholders.
Specifically in the area of corporate governance, UGGC Africa assists numerous clients in Africa with the implementation of internal rules and codes, in compliance with European regulations where applicable (in particular the Sapin II law), the structuring of internal governance (definition of statutory or extra-statutory bodies, organisation of limitations on the powers of directors) and the management of meetings of corporate bodies (including in the context of conflicts between shareholders).
